Use these links to rapidly review the documentTABLE OF CONTENTS PART I. FINANCIAL INFORMATION

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2002

OR

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number 1-10934

ENBRIDGE ENERGY PARTNERS, L.P.(Exact name of Registrant as specified in its charter)

Delaware(State or other jurisdiction of incorporation or organization)

39-1715850(I.R.S. Employer Identification No.)


1100 Louisiana
Suite 3300
Houston, TX 77002(Address of principal executive offices and zip code)

(713) 650-8900(Registrant's telephone number, including area code)

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Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ý    No o

The
Registrant had 31,313,634 Class A Common Units outstanding as at Aug 12, 2002.

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TABLE OF CONTENTS  PART I. FINANCIAL INFORMATION



|Item 1.                                    |  | Financial Statements                                                                              |  |   
|------------------------------------------ |  | ------------------------------------------------------------------------------------------------- |  | --
|                                           |  | Consolidated Statement of Income for the three and six month periods ended June 30, 2002 and 2001 |  | 1 
|                                           |  | Consolidated Statement of Cash Flows for the six month periods ended June 30, 2002 and 2001       |  | 2 
|                                           |  | Consolidated Statement of Financial Position as at June 30, 2002 and December 31, 2001            |  | 3 
|                                           |  | Consolidated Statement of Partners' Capital for the six month period ended June 30, 2002          |  | 4 
|                                           |  | Notes to the Consolidated Financial Statements                                                    |  | 5 
|Item 2.                                    |  | Management's Discussion and Analysis of Financial Condition and Results of Operations             |  | 12
|Item 3.                                    |  | Quantitative and Qualitative Disclosures About Market Risk                                        |  | 16
|PART II. OTHER INFORMATION                
|Item 1.                                    |  | Legal Proceedings                                                                                 |  | 17
|Item 6.                                    |  | Exhibits and Reports on Form 8-K                                                                  |  | 17
|Signature                                  |  | 18                                                                                               
|Certificate of Principal Executive Officer |  | 19                                                                                               
|Certificate of Principal Financial Officer |  | 20                                                                                               

This Quarterly Report on Form 10-Q contains forward-looking statements. These statements are based on the beliefs of Enbridge Energy Partners,
L.P. (the "Partnership") as well as assumptions made by and information currently available to the Partnership. When used in this document, the words "anticipate," "believe," "expect," "estimate,"
"forecast," "project," and similar expressions identify forward-looking statements. These statements reflect the Partnership's current views with respect to future events and are subject to various
risks, uncertainties and assumptions including:



If one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this
Form 10-Q. Except as required by applicable securities laws, the Partnership does not intend to update these forward-looking statements. For additional discussion of such risks,
uncertainties and assumptions, see the Partnership's Annual Report on Form 10-K for the year ended December 31, 2001.

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PART IFINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ENBRIDGE ENERGY PARTNERS, L.P.  CONSOLIDATED STATEMENT OF INCOME

|                                              |                                     | Three months ended
June 30, |       | Six months ended
June 30, |  
|--------------------------------------------- | ----------------------------------- | --------------------------- | ----- | ------------------------- | -
|
|
|Operating revenue                             |                                     |                             |       |                           |  
|                                              | Transportation                      |                             | $     | 81.6                      |  
|                                              | Natural gas gathering and marketing |                             |       | 132.3                     |  
|                                              | Processing                          |                             |       | 8.7                       |  
|                                              |                                     |                             |       |                           |  
|                                              |                                     |                             | 222.6 |                           |  
|Expenses                                      |                                     |                             |       |                           |  
|                                              | Power                               |                             |       | 12.4                      |  
|                                              | Cost of natural gas                 |                             |       | 130.8                     |  
|                                              | Operating and administrative        |                             |       | 30.9                      |  
|                                              | Depreciation and amortization       |                             |       | 18.6                      |  
|                                              |                                     |                             |       |                           |  
|                                              |                                     |                             | 192.7 |                           |  
|                                              |                                     |                             |       |                           |  
|Operating income                              |                                     |                             | 29.9  |                           |  
|Interest and other income                     |                                     |                             | 0.6   |                           |  
|Interest expense                              |                                     |                             | (13.5 | )                         |  
|Minority interest                             |                                     |                             | (0.2  | )                         |  
|                                              |                                     |                             |       |                           |  
|Net income                                    |                                     | $                           | 16.8  |                           | $
|                                              |                                     |                             |       |                           |  
|Net income per unit (Note 3)                  |                                     | $                           | 0.39  |                           | $
|                                              |                                     |                             |       |                           |  
|Weighted average units outstanding (millions) |                                     |                             | 35.2  |                           |  
|                                              |                                     |                             |       |                           |  
|Cash distributions paid per unit              |                                     | $                           | 0.90  |                           | $
|                                              |                                     |                             |       |                           |  

The
accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

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ENBRIDGE ENERGY PARTNERS, L.P.  CONSOLIDATED STATEMENT OF CASH FLOWS

|                                                 |                                                                                 | Six months ended
June 30,                    |                               
|------------------------------------------------ | ------------------------------------------------------------------------------- | -------------------------------------------- | ------------------------------
|
|
|Cash provided from operating activities          |                                                                                 |                                              |                               
|                                                 | Net income                                                                      |                                              | $                             
|                                                 | Adjustments to reconcile net income to cash provided from operating activities: |                                              |                               
|                                                 |                                                                                 | Depreciation                                 |                               
|                                                 |                                                                                 | Other                                        |                               
|                                                 |                                                                                 | Changes in operating assets and liabilities: |                               
|                                                 |                                                                                 |                                              | Accounts receivable and other 
|                                                 |                                                                                 |                                              | Oil shortage balance          
|                                                 |                                                                                 |                                              | Materials and supplies        
|                                                 |                                                                                 |                                              | General Partner and affiliates
|                                                 |                                                                                 |                                              | Accounts payable and other    
|                                                 |                                                                                 |                                              | Interest payable              
|                                                 |                                                                                 |                                              | Property and other taxes      
|                                                 |                                                                                 |                                              |                               
|                                                 |                                                                                 |                                              | 81.0                          
|                                                 |                                                                                 |                                              |                               
|Investing activities                             |                                                                                 |                                              |                               
|                                                 | Repayments from affiliate                                                       |                                              |                               
|                                                 | Additions to property, plant and equipment                                      |                                              |                               
|                                                 | Changes in construction payables                                                |                                              |                               
|                                                 | Asset acquisitions, net of cash acquired                                        |                                              |                               
|                                                 |                                                                                 |                                              |                               
|                                                 |                                                                                 |                                              | (103.7                        
|                                                 |                                                                                 |                                              |                               
|Financing activities                             |                                                                                 |                                              |                               
|                                                 | Proceeds from unit issuance, net (Note 4)                                       |                                              |                               
|                                                 | Loan from Enbridge Energy Company, Inc., net                                    |                                              |                               
|                                                 | Distributions to partners                                                       |                                              |                               
|                                                 | Variable rate financing, net                                                    |                                              |                               
|                                                 | Other                                                                           |                                              |                               
|                                                 |                                                                                 |                                              |                               
|                                                 |                                                                                 |                                              | 36.4                          
|                                                 |                                                                                 |                                              |                               
|Increase (decrease) in cash and cash equivalents |                                                                                 |                                              | 13.7                          
|Cash and cash equivalents at beginning of period |                                                                                 |                                              | 40.2                          
|                                                 |                                                                                 |                                              |                               
|Cash and cash equivalents at end of period       |                                                                                 | $                                            | 53.9                          
|                                                 |                                                                                 |                                              |                               

*
Cash equivalents are defined as all highly marketable securities with a maturity of three months or less when purchased.

The
accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

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ENBRIDGE ENERGY PARTNERS, L.P.  CONSOLIDATED STATEMENT OF FINANCIAL POSITION

|                                   |                                                                                                    | June 30,
2002 |         | December 31, 2001
|---------------------------------- | -------------------------------------------------------------------------------------------------- | ------------- | ------- | -----------------
|
|
|ASSETS                            
|Current assets                     |                                                                                                    |               |         |                  
|                                   | Cash and cash equivalents                                                                          |               | $       | 53.9             
|                                   | Due from General Partner and affiliates                                                            |               |         |                 
|                                   | Accounts receivable and other                                                                      |               |         | 79.1             
|                                   | Advances to affiliate                                                                              |               |         | 2.7              
|                                   | Materials and supplies                                                                             |               |         | 8.2              
|                                   |                                                                                                    |               |         |                  
|                                   |                                                                                                    |               | 143.9   |                  
|Property, plant and equipment, net |                                                                                                    |               | 1,556.3 |                  
|Deferred charges and other         |                                                                                                    |               | 40.4    |                  
|                                   |                                                                                                    |               |         |                  
|                                   |                                                                                                    | $             | 1,740.6 |                  
|                                   |                                                                                                    |               |         |                  
|LIABILITIES AND PARTNERS' CAPITAL 
|Current liabilities                |                                                                                                    |               |         |                  
|                                   | Due to General Partners and affiliates                                                             |               | $       | 14.8             
|                                   | Accounts payable and other                                                                         |               |         | 77.2             
|                                   | Oil shortage balance                                                                               |               |         | 1.5              
|                                   | Interest payable                                                                                   |               |         | 7.1              
|                                   | Property and other taxes payable                                                                   |               |         | 10.5             
|                                   | Loans from General Partner                                                                         |               |         | 58.5             
|                                   | Current maturities and short-term debt                                                             |               |         | 168.0            
|                                   |                                                                                                    |               |         |                  
|                                   |                                                                                                    |               | 337.6   |                  
|Long-term debt                     |                                                                                                    |               | 708.4   |                  
|Minority interest                  |                                                                                                    |               | 3.3     |                  
|Deferred credits                   |                                                                                                    |               | 4.8     |                  
|                                   |                                                                                                    |               |         |                  
|                                   |                                                                                                    |               | 1,054.1 |                  
|Partners' capital                  |                                                                                                    |               |         |                  
|                                   | Class A common unitholders (Units authorized and issued31,313,634 in 2002 and 29,053,634 in 2001) |               |         | 633.3            
|                                   | Class B common unitholders (Units authorized and issued3,912,750 in 2001 and 2002)                |               |         | 51.8             
|                                   | General Partner                                                                                    |               |         | 7.6              
|                                   | Accumulated other comprehensive income (loss)                                                      |               |         | (6.2             
|                                   |                                                                                                    |               |         |                  
|                                   |                                                                                                    |               | 686.5   |                  
|                                   |                                                                                                    |               |         |                  
|                                   |                                                                                                    | $             | 1,740.6 |                  
|                                   |                                                                                                    |               |         |                  

The
accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

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ENBRIDGE ENERGY PARTNERS, L.P.  CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL

|                                              |  | General
Partner |      | Class B Common
Unitholders |   | Class A Common
Unitholders |   | Other
Comprehensive
Income (Loss) |       | Total
Consolidated
Partners' Capital |  
|--------------------------------------------- |  | --------------- | ---- | -------------------------- | - | -------------------------- | - | --------------------------------- | ----- | ------------------------------------ | -
|
|Partners' capital at December 31, 2001        |  | $               | 6.5  |                            | $ | 48.8                       |   | $                                 | 577.0 |                                      | $
|Allocation of net proceeds from unit issuance |  |                 | 0.9  |                            |   | 6.2                        |   |                                   | 86.1  |                                      |  
|Net income allocation                         |  |                 | 6.2  |                            |   | 3.8                        |   |                                   | 24.5  |                                      |  
|Distributions to partners                     |  |                 | (6.0 | )                          |   | (7.0                       | ) |                                   | (54.3 | )                                    |  
|Loss on derivative financial instruments      |  |                 |     |                            |   |                           |   |                                   |      |                                      |  
|                                              |  |                 |      |                            |   |                            |   |                                   |       |                                      |  
|Partners' capital at June 30, 2002            |  | $               | 7.6  |                            | $ | 51.8                       |   | $                                 | 633.3 |                                      | $
|                                              |  |                 |      |                            |   |                            |   |                                   |       |                                      |  

The
accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1. Basis of Presentation

The
accompanying unaudited consolidated financial statements of Enbridge Energy Partners, L.P. (the "Partnership") have been prepared in accordance with United States generally accepted accounting
principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not
include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, they contain all adjustments, consisting
only of normal recurring adjustments, which management considers necessary to present fairly the Partnership's financial position as at June 30, 2002 and December 31, 2001; the
Partnership's results of operations for the three and six month periods ended June 30, 2002 and 2001; and the Partnership's cash flows for the six month periods ended June 30, 2002 and
2001. The results of operations for the Partnership's three and six months ended June 30, 2002 should not be taken as indicative of the results to be expected for the full year. The interim
financial statements should be read in conjunction with the Partnership's consolidated financial statements and notes thereto presented in the Partnership's Annual Report on
Form 10-K for the year ended December 31, 2001.

2. Acquisitions

On
November 30, 2001, the Partnership acquired natural gas gathering, transportation, processing and marketing assets in east Texas. The assets were purchased for cash of $230.0 million
plus transaction costs of $0.5 million. The purchase was funded by the issuance of Class A Common Units with total net proceeds of $91.4 million and a short-term loan
at market rates from the General Partner. The value allocated to the assets was determined by agreement between the parties and supported by an independent appraisal. Goodwill associated with the
acquisition is $15.0 million and is allocated entirely to the Partnership's natural gas gathering and marketing segment. Customer contracts are comprised
entirely of natural gas purchase and sale contracts and are allocated entirely to the Partnership's gas gathering and marketing segment.

The
allocation of the purchase price is as follows:

|Transportation assets |       | $ | 180.5
|--------------------- | ----- | - | -----
|Processing assets     |       |   | 20.0 
|Customer contracts    |       |   | 15.0 
|Goodwill              |       |   | 15.0 
|                      |       |  
|                      | Total |   | $    
|                      |       |  

The
consolidated financial statements include the results of operations from, and the estimated fair value of assets at, the date of acquisition.

The
following summarized unaudited pro forma consolidated income statement information assumes the acquisition of the East Texas System had occurred on January 1, 2001 and January 1,
2000, respectively, and represent the combined results of operations for the three and six month periods ending June 30, 2001 and for each of the years ending December 31, 2001 and 2000.
The unaudited pro forma financial results have been prepared for comparative purposes only and may not be

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indicative of results that would have occurred if the Partnership had acquired the assets as of January 1 of either year. The amounts presented below are in millions, except per unit amounts:

|                    |  | Pro Forma
|------------------- |  | ---------
|
|
|
|Revenues            |  | $        
|Net income          |  | $        
|Net income per unit |  | $        

|                    |  | Pro Forma Twelve Months Ended December 31,
|------------------- |  | ------------------------------------------
|
|
|
|Revenues            |  | $                                         
|Net income          |  | $                                         
|Net income per unit |  | $                                         

On
May 18, 2001, the Partnership completed its acquisition of the assets of Enbridge Pipelines (North Dakota) L.L.C. for cash of $35.4 million, including working capital and transaction
costs. This acquisition was accounted for using the purchase method. North Dakota System results of operations have been included in earnings from the date of the acquisition. The purchase price has
been allocated to current assets, liabilities and property, plant and equipment on the basis of estimated fair values, with property, plant and equipment being depreciated over the economic life of
the assets. No goodwill or intangible assets were recognized in the acquisition. The acquisition was funded by a short-term loan from the General Partner.

3. Net Income per Unit

Net
income per unit is computed by dividing net income, after deduction of the General Partner's allocation, by the weighted average number of Class A and Class B Common Units
outstanding. The General Partner's allocation is equal to an amount based upon its 1.0% general partner interest, adjusted to reflect an amount equal to incentive distributions and an amount required
to reflect

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depreciation on the General Partner's historical cost basis for assets contributed on formation of the Partnership. Net income per unit was determined as follows:

|                                                                     |  | Three months ended
June 30, |      | Six months ended June 30, |  
|-------------------------------------------------------------------- |  | --------------------------- | ---- | ------------------------- | -
|
|
|Net income                                                           |  | $                           | 16.8 |                           | $
|                                                                     |  |                             |      |                           |  
|Net income allocated to General Partner                              |  |                             | (0.2 | )                         |  
|Incentive distributions and historical cost depreciation adjustments |  |                             | (2.8 | )                         |  
|                                                                     |  |                             |      |                           |  
|                                                                     |  |                             | (3.0 | )                         |  
|                                                                     |  |                             |      |                           |  
|Net income allocable to Common Units                                 |  | $                           | 13.8 |                           | $
|                                                                     |  |                             |      |                           |  
|Weighted average Common Units outstanding (millions)                 |  |                             | 35.2 |                           |  
|                                                                     |  |                             |      |                           |  
|Net income per unit                                                  |  | $                           | 0.39 |                           | $
|                                                                     |  |                             |      |                           |  

4. Unit Issuance

On
March 4, 2002, the Partnership issued 2.2 million Class A Common Units, which generated proceeds, net of underwriters' discounts, commissions and issuance expenses, of
approximately $90.8 million. Proceeds from this offering were used to repay indebtedness. On April 4, 2002, the Partnership issued an additional 60,000 Class A Common Units to the
underwriters in the above offering upon exercise by the underwriters of the over-allotment option, resulting in additional proceeds to the Partnership, net of underwriters' discounts,
commissions and issuance expenses, of approximately $2.4 million. After giving effect to the issuance of these Class A Common Units, the General Partner has an 11% limited partner
interest (in the form of 3,912,750 Class B Common Units) and a 1% general partner interest in the Partnership, as well as a 1% general partner interest in Enbridge Energy, Limited Partnership
(the "Operating Partnership").

5. Segment Information

The
Partnership's operations are segmented for accounting purposes based on the type of business activity and management control. The table below provides certain information regarding the financial
performance of these segments. The Partnership's transportation pipelines primarily receive crude oil, liquid hydrocarbons, natural gas and natural gas liquids (NGLs) from producers and other
pipelines and deliver these products to other pipelines and customers, such as refineries and other industrial facilities.

The
Partnership's natural gas gathering and marketing activities include providing natural gas supply and sales services to certain of its customers by purchasing the natural gas supply from other
marketers, pipeline affiliates and natural gas producers and reselling the natural gas to customers.

Processing
revenues are realized from the processing and treating of natural gas, which involves the extraction and sale of NGLs as well as the sale of the residual natural gas.

"Other"
consists of costs of financing, interest income and minority interest, which are not allocated to the other business segments.

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The
following tables present certain financial information relating to the Partnership's business segments as at or for the three and six months ended June 30, 2002. As a result of the
Partnership's North Dakota acquisition in May 2001 and East Texas acquisition in November 2001, the results of
operations from the transportation segment as of and for the period ending June 30, 2002 include results from crude oil and natural gas transportation activities. Likewise, the Partnership's
natural gas gathering and marketing and processing revenues were derived from the assets acquired in the East Texas acquisition in November 2001. As a result of these changes in the composition
of the Partnership's segment reporting occurring in 2001, comparative segment information for 2001 is not shown.

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|                                              |  | As at or for the Three Months Ended June 30, 2002 |        
|--------------------------------------------- |  | ------------------------------------------------- | -------
|
|Operating revenues                            |  | $                                                 | 81.6   
|                                              |  |                                                   |        
|Power                                         |  |                                                   | 12.4   
|Cost of natural gas                           |  |                                                   |       
|Operating and administrative                  |  |                                                   | 24.6   
|Depreciation and amortization                 |  |                                                   | 16.4   
|                                              |  |                                                   |        
|Operating income                              |  |                                                   | 28.2   
|Interest and other                            |  |                                                   |       
|Interest expense                              |  |                                                   |       
|                                              |  |                                                   |        
|                                              |  |                                                   | 28.2   
|Minority interest                             |  |                                                   |       
|                                              |  |                                                   |        
|Net income                                    |  | $                                                 | 28.2   
|                                              |  |                                                   |        
|Total assets                                  |  | $                                                 | 1,470.7
|                                              |  |                                                   |        
|Capital expenditures (excluding acquisitions) |  | $                                                 | 67.3   
|                                              |  |                                                   |        

|                                              |  | As at or for the Six Months Ended June 30, 2002 |        
|--------------------------------------------- |  | ----------------------------------------------- | -------
|
|Operating revenues                            |  | $                                               | 164.4  
|                                              |  |                                                 |        
|Power                                         |  |                                                 | 26.0   
|Cost of natural gas                           |  |                                                 |       
|Operating and administrative                  |  |                                                 | 47.6   
|Depreciation and amortization                 |  |                                                 | 32.6   
|                                              |  |                                                 |        
|Operating income                              |  |                                                 | 58.2   
|Interest and other                            |  |                                                 |       
|Interest expense                              |  |                                                 |       
|                                              |  |                                                 |        
|                                              |  |                                                 | 58.2   
|Minority interest                             |  |                                                 |       
|                                              |  |                                                 |        
|Net income                                    |  | $                                               | 58.2   
|                                              |  |                                                 |        
|Total assets                                  |  | $                                               | 1,470.7
|                                              |  |                                                 |        
|Capital expenditures (excluding acquisitions) |  | $                                               | 94.2   
|                                              |  |                                                 |        

6. Goodwill and intangible assets

Included
in Deferred charges and other are customer contracts of $15 million and goodwill of $15 million.

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In
conjunction with the acquisition of the East Texas assets in November 2001, customer contracts valued at $15.0 million were acquired. Customer contracts are comprised entirely of
natural gas purchase and sale contracts and are allocated to the Partnership's natural gas gathering and marketing segment. These customer contracts are being amortized over the estimated useful life
of the underlying reserves, and at June 30, 2002, accumulated amortization was $0.2 million. Estimated amortization expense based on current customer contracts for 2002 and each of the
next four years is $0.6 million.

In
addition, the Partnership has completed its initial transition goodwill impairment test and has concluded that goodwill associated with the East Texas acquisition of approximately
$15.0 million is not impaired. Goodwill is allocated entirely to the Partnership's natural gas gathering and marketing segment.

7. Accounting Changes

In
October 2001, the FASB issued SFAS No.144, "Accounting for the Impairment or Disposal of Long Lived Assets". SFAS No. 144 establishes a single accounting model for
long-lived assets to be disposed of by sale. The Statement retains most of the requirements in SFAS No. 121 related to the recognition of impairment of long-lived assets
to be held and used. The Partnership adopted SFAS No. 144 on January 1, 2002.

The
Partnership evaluates impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment
loss will be recognized when the sum of estimated undiscounted future cash flows expected to result from use of the asset and its eventual disposition is less than its carrying amount. If an
impairment is to be recognized, the amount of the impairment would be calculated as the excess of the carrying amount of the asset over the fair value of the assets either through reference to similar
asset sales, or by estimating the fair value using a discounted cash flow approach. There have been no impairments recorded under SFAS No. 144.

In
April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections"
("SFAS 145").SFAS 145 rescinds FASB Statement No. 4, "Reporting Gains and Losses from Extinguishment of
Debt",and an amendment of that statement, FASB Statement No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements".SFAS 145 also rescinds FASB Statement No. 44, "Accounting for Intangible Assets of Motor Carriers" and amends FASB
Statement No. 13, "Accounting for Leases",to eliminate an inconsistency between the required accounting for sale-leaseback
transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS 145 also amends other
existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. Under FASB Statement No. 4, all gains
and losses from the extinguishment of debt were required to be aggregated and, if material, classified as an extraordinary item, net of related income taxes. Under SFAS 145, gains and losses
from the extinguishment of debt should be classified as extraordinary items only if they meet the criteria of Accounting Principles Board Opinion No. 30 ("APB 30"). APB 30 distinguishes the
transactions that are part of an entity's recurring operations from those that are unusual or infrequent or that meet the criteria for classification as an extraordinary item. The provisions of
SFAS 145 related to the rescission of FASB Statement No. 4 are effective for fiscal years beginning after May 15, 2002. The remaining provisions of SFAS 145 are effective
for all financial

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statements issued after May 15, 2002. The adoption of SFAS 145 is not expected to have a material effect on the Partnership's consolidated results of operations, cash flows or financial
position.

In
June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS 146"). This Statement addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." The Partnership is currently evaluating the effects of this pronouncement. The adoption of
SFAS 146 is not expected to have a material effect on the Partnership's consolidated results of operations, cash flows or financial position.

8. Subsequent event

On
July 4, 2002, a leak occurred on the Lakehead System in northern Minnesota. Approximately 6,000 barrels of crude oil spilled in a remote marsh area. The affected portion of the pipeline was
excavated and repaired, and a full investigation into the cause of the incident is being conducted. The area will be restored in cooperation with environmental agencies.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Six Months Ended June 30, 2002 Compared with Six Months Ended June 30, 2001

Net
income for the six months ended June 30, 2002, was $34.5 million, or $0.82 per unit, compared to $21.7 million, or $0.59 per unit, for the comparable period in 2001. The
increase in net income reflects higher operating revenue, partially offset by higher operating and administrative expenses. The results of operations for the first half of 2002 include the
contributions from the North Dakota System, which was acquired on May 18, 2001 and the East Texas System, which was acquired on November 30, 2001. The contributions to net income from
these acquisitions were $2.6 million and $3.2 million, respectively, for the six months ended June 30, 2002. Earnings per unit increased $0.23 due to higher net income, partially
offset by a greater number of units outstanding resulting from the issuance of 4.51 million units since July 1, 2001. The weighted-average number of units outstanding increased from
29.3 million for the first half of 2001 to 34.4 million for first half of 2002.

Operating
revenue for the first six months of 2002 increased $250.9 million to $403.9 million, over the corresponding period in 2001. This increase was primarily due to the inclusion of
revenue from the East Texas System of $241.2 million, an increase in revenue from the North Dakota System of $4.7 million and higher revenue from the Lakehead System of
$5.0 million. Lower deliveries on the Lakehead System were more than offset by an increase in the indexed tariff of 2.9% effective July 1, 2001, an increase in the Terrace expansion
tariff of approximately 1.3 cents per barrel effective April 1, 2001 and a longer average haul distance.

Deliveries
on the Lakehead System averaged 1.312 million barrels per day ("bpd") for the first half of 2002, compared to 1.356 million bpd for the same period in 2001. The Partnership
anticipates that deliveries will improve over the second half of 2002 and will average between 1.30 and 1.35 million bpd on a full year basis.

Total
operating expense for the first six months of 2002 increased $239.6 million from the corresponding period last year, from $102.4 million to $342.0 million. The increase
resulted primarily from the inclusion of expenses related to the East Texas System of $235.9 million, which largely represents the cost of natural gas, and an increase in the expenses of the
North Dakota System of $2.4 million, due to being included for the entire period versus one and a half months in 2001.

Interest
expense for the first six months of 2002 was $2.0 million lower than the same period of 2001 primarily due to lower interest rates.

Three Months Ended June 30, 2002 Compared with Three Months Ended June 30, 2001

Net
income for the second quarter of 2002 was $16.8 million, or $0.39 per unit, compared with $11.6 million, or $0.32 per unit in 2001. The increase in net income was a result of higher
earnings on the Lakehead System, as well as contributions from the North Dakota and East Texas Systems. Comparative numbers for the second quarter of 2001 included earnings from the North Dakota
System from May 18, 2001 but did not include earnings from the East Texas System, as it was purchased in November 2001. Earnings per unit were higher due to increased net income offset
by a greater number of units outstanding. A total of 4.51 million Class A Common Units were issued since July 1, 2001. The weighted-average number of units outstanding increased
from 29.7 million for the second quarter of 2001 to 35.2 million for the second quarter of 2002.

Operating
revenue for the second quarter of 2002 was $222.6 million, or $141.5 million higher than the second quarter of 2001. This increase is primarily due to the inclusion of revenue
from the East Texas System of $142.0 million and an increase in revenue from the North Dakota System of $1.8 million.

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These increases were partially offset by a decrease in revenue from the Lakehead System of $2.3 million. Revenue on the Lakehead System was lower than the same period last year due to
decreased deliveries, which was only partially offset by higher tariffs.

Deliveries
averaged 1.31 million bpd for the second quarter of 2002, down approximately 4% from the 1.365 million bpd averaged for the second quarter of last year.

Total
operating expenses for the second quarter of 2002 increased $137.5 million from the corresponding period of 2001, from $55.2 million to $192.7 million. The increase
primarily resulted from the inclusion of operating expenses related to the East Texas System of $138.9 million, which largely represents the cost of natural gas, and an increase in expenses
related to the North Dakota System of $1.1 million due to being included for the entire period versus one and a half months in 2001. These increases were partially offset by lower operating
expenses on the Lakehead System of $3.7 million. Operating expenses on the Lakehead System were lower due to a decrease in power costs resulting from lower deliveries, and lower operating and
administrative expenses, primarily attributable to a $5 million charge incurred in 2001 for relocation of the Partnership's head office to Houston, Texas.

Interest
expense was $13.5 million for the second quarter of 2002, compared to $15.0 million for the same period last year due to lower interest rates.

Liquidity and Capital Resources

The
primary cash requirements for the Partnership consist of normal operating expenses, maintenance and expansion capital expenditures, debt service payments, distributions to partners and
acquisitions of new businesses. Short-term cash requirements, such as operating expenses, maintenance capital expenditures and quarterly distributions to partners are expected to be funded
by operating cash flows. During the first six months of 2002, working capital decreased by $22.4 million to ($193.7) million, primarily due to an increase in short-term debt to
finance the Terrace expansion project on the Lakehead System. Long-term cash requirements for expansion projects and acquisitions are expected to be funded by several sources, including
cash flows from operating activities, borrowings under bank credit facilities and the issuance of additional equity and debt. The Partnership's ability to complete future debt and equity offerings and
the timing of any such offerings will depend on various factors including prevailing market conditions, interest rates and the financial condition of the Partnership.

At
June 30, 2002, cash and cash equivalents totaled $53.9 million, as compared to $40.2 million at December 31, 2001. Of this $53.9 million, $34.8 million
($0.90 per unit) will be used for the cash distribution payable August 14, 2002, with the remaining $19.1 million available for capital expenditures or other business needs.

Cash
flow from operating activities for the six months ended June 30, 2002 was $81.0 million, compared with $62.7 million for the same period last year. Cash flow from operating
activities increased primarily due to higher net income.

On
March 4, 2002, the Partnership issued 2.2 million Class A Common Units at $42.75 per unit. The net proceeds from the offering were approximately $90.8 million. Of that
amount, a portion was used to repay indebtedness to an affiliate that was incurred to finance the acquisitions of the East Texas and North Dakota systems. The balance of the net proceeds was used to
repay a portion of the amount outstanding under the Partnership's revolving credit facilities. Borrowings under those facilities were used to fund the Terrace expansion program on the Lakehead System
and other capital enhancements. Subsequent to this unit issuance, the Partnership borrowed additional amounts under its revolving credit facilities for general operations and debt reserves. On
April 3, 2002, 60,000 Class A Common Units were issued in connection with the underwriter's exercise of the over-allotment option granted in connection with the issuance on
March 4, 2002. Net proceeds from the units issued from the

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over-allotment were approximately $2.4 million. These issuances increased the number of Class A Common Units outstanding to 31,313,634.

The
Partnership anticipates spending approximately $22 million for pipeline system enhancements, $18 million for core maintenance, and $185 million for the Terrace expansion
project on the Lakehead System in 2002. Excluding major expansion projects, ongoing capital expenditures are expected to average approximately $30.0 million on an annual basis (approximately
55% for core maintenance and 45% for enhancement of the systems). Core maintenance activities, such as the replacement of equipment, will be undertaken to enable the Partnership's systems to continue
to operate at their maximum operating capacity. Enhancements to the systems, such as renewal and replacement of pipe, are expected to extend the life of the systems and permit the Partnership to
respond to developing industry and government standards and the changing service expectations of its customers.

General

Future Prospects

The
primary objective of the Partnership is to continue to increase cash distributions to unit-holders. To achieve this objective, the Partnership intends to:



The
Partnership anticipates increased availability of attractive acquisition targets and believes that it is well positioned to acquire additional assets. The Partnership expects that it will finance
acquisitions through the issuance of common units and/or the incurrence or assumption of debt. The Partnership anticipates hedging a significant amount of commodity price risk, if any, associated with
any business that it might acquire, to help maintain a stable revenue stream.

Regulatory Issues

Effective
July 1, 2002, in compliance with the indexed rate ceilings allowed by the Federal Energy Regulatory Commission, the Partnership increased its rates for transportation by an average of
approximately 0.9%. The increase in tariff rates is not expected to have a material impact on the Partnership.

Recent Developments

On
July 4, 2002, a leak occurred on the Lakehead System in northern Minnesota. Approximately 6,000 barrels of crude oil spilled in a remote marsh area. The affected portion of the pipeline was
excavated and repaired, and a full investigation into the cause of the incident is being conducted. The area will be restored in cooperation with environmental agencies. The estimated cost of the site
cleanup and restoration is approximately $6 million, with $4 million expected to be covered by insurance. These costs are expected to be incurred by the end of 2002. Pipeline integrity
work that was planned for future years will be advanced as a result of the leak. The pipeline integrity work is expected to include approximately $4 million in operating expenses, the majority
of which is expected to be incurred by the end of 2002, and $2 million in capital expenditures, which are expected to be incurred by the end of 2003.

As
announced on May 17, 2002, the Partnership has entered into an agreement to acquire the United States natural gas gathering, transmission, treating and processing assets of Enbridge Midcoast
Energy

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from Enbridge Energy Company, Inc., conditional on the Partnership obtaining necessary financing. The Partnership and Enbridge Energy Company, Inc. are currently assessing the impact
that various
developments, including current market conditions and the second quarter performance of the Enbridge Midcoast Energy assets, will have on the transaction. It is anticipated that the transaction will
proceed when market conditions improve.

The
Partnership and its affiliate, Enbridge Energy Management, L.L.C. ("Enbridge Management") have filed a registration statement with the U.S. Securities and Exchange Commission ("SEC") which would
register an offering of shares by Enbridge Management. The registration statement is being reviewed by the SEC. The Partnership intends to use the proceeds from this offering to pay for a portion of
the assets to be acquired.

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ITEM 3. Quantitative and Qualitative Disclosure About Market Risk

The
Partnership's market risk is affected by changes in interest rates and commodity prices.

The
Partnership's exposure to movements in interest rates is managed through its long-term debt ratio target, its allocation of fixed and floating rate debt and the use of interest rate
risk management agreements. Qualitative information about the Partnership's financial instruments, which are sensitive to changes in interest rates, has not changed from that presented in the
Partnership's Annual Report on Form 10-K for the year ended December 31, 2001.

As
the Partnership does not own the crude oil and NGLs it transports on the Lakehead System, its cash flows from that system are not directly affected by changes in commodity prices. However,
commodity prices have a direct impact on the underlying supply and demand for crude oil and NGLs, which affects volumes transported by the Partnership on the Lakehead System.

With
the Partnership's acquisition of the East Texas System on November 30, 2001, a portion of the Partnership's earnings and cash flows are exposed to movements in the prices of natural gas
and NGLs. The Partnership has entered into hedge transactions to help maintain a stable revenue stream. The Partnership does not enter into derivative instruments for speculative purposes.

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PART IIOTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The
Partnership is a participant in various legal proceedings arising in the ordinary course of business. Some of these proceedings are covered, in whole or in part, by insurance. The Partnership
believes that the outcome of all these proceedings will not, individually or in the aggregate, have a material adverse effect on the financial condition of the Partnership.

For
information regarding other legal proceedings arising in 2001 or with regard to which material developments were reported during 2001, see Part I. Item 3., "Legal Proceedings," in the
Partnership's Annual Report on Form 10-K for the year ended December 31, 2001.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K





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SIGNATURE

Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| |  | ENBRIDGE ENERGY PARTNERS, L.P.(Registrant)
| |  | ------------------------------------------
| |  |                                           
| |  | By:                                       
| |  |                                           
| |  |                                           
| |  |                                           
| |  |                                           

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CERTIFICATE OF PRINCIPAL EXECUTIVE OFFICER

Pursuant
to Section 906(a) of the Sarbanes-Oxley Act of 2002
Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18 United States Code

The
undersigned, being the Principal Executive Officer of Enbridge Energy Company, Inc, general partner of Enbridge Energy Partners, L.P. (the Partnership), hereby certifies that the Partnership's
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002, filed with the United States Securities and Exchange Commission pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that
information contained in such Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Dated
August 14, 2002

| |  | /s/DAN C. TUTCHERDan C. Tutcher
President and Principal Executive Officer
| |  | -------------------------------------------------------------------------

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CERTIFICATE OF PRINCIPAL FINANCIAL OFFICER

Pursuant
to Section 906(a) of the Sarbanes-Oxley Act of 2002
Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18 United States Code

The
undersigned, being the Principal Financial Officer of Enbridge Energy Company, Inc, general partner of Enbridge Energy Partners, L.P. (the Partnership), hereby certifies that the Partnership's
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002, filed with the United States Securities and Exchange Commission pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that
information contained in such Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Dated
August 14, 2002

| |  | /s/MARK A. MAKIMark A. Maki
Principal Financial Officer
| |  | -------------------------------------------------------

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